Webs of Change: ReWrite
by Just Scott
Summary: The origins of SpiderMan in the Batman Beyond Universe, my version of SpiderMan not Peter Parker. Authors Note Added to last chapter
1. The Beginning

His fingers flew across the keyboard, easily bypassing the first level of security. The code raced across the screen as he pounded in the keys. This level of security is what he wanted, this would get him noticed. He smiled as he bypassed the second level of security, he was now looking at the pure code to the site. Two levels and he was in, it was almost a let down. Letting the moment pass he began to alter the code adding in his tag and finally adding hi signature: mskdmn. It wasn't much but he did not want the information that the site protected he just wanted to let them know he could get it.

Alex Bishop pushed the chair away from the desk and logged off. The library was a perfect place for his activities, being the lax security and sign in system. All he had to do was sign a fake name to the paper and sit down at any random computer. He walked up the stairs to the ground level with a smile on his face. As he reached the doors his smile faltered, there were two uniform police officers heading in holding a data pad. He knew about those pads, they worked great with silent alarms and online security. This was bad but he knew that running would make things worse. One of the officers saw him and bumped the other, running was starting to sound really good right now.

The officers walked through the doors and stopped in front of him, both men towered above him.

"Where are you guys headed?" He asked looking from one to the other.

"We are headed down to the old computers to check out a security risk." The one on the right said. "You wouldn't happen to know anything about it would you?"

"Me," he shrugged his shoulders. "I'm just here working on a project."

"It is summer vacation," the one of the left grumbled.

"It isn't for school." Alex shook his head.

"Do we really have to do this?" The one on the right asked.

"No," Alex sighed. "Thanks for not bringing my dad."

They led him out to the squad car, as the approached Alex recognized a familiar figure waiting for him. His shoulders slumped and he began to wish that he had slipped through the small window in the bathroom or at least given them a bit of a chase.

"Thank you officers, I'll take it from here." Detective Bishop motioned for Alex to follow.

"They are doing a fine job on their own." Alex didn't move.

"We need to talk." His father pointed to his unmarked car. "Now."

Alex looked at the officer to his right. "I'll miss you the most scarecrow."

The officer chuckled, drawing a dark look from Detective Bishop as Alex walked over to the car.

The detective unlocked the doors and the Bishop men drove away. The two were almost unrecognizable as father and son, Alex had deep black hair, his father was blonde. The detective was a large athletic man who looked like he would be just as comfortable in with a badge and gun as he would with a suit of armor. Alex on the other had was barely five foot five and had yet to break a hundred pounds. As they drove in silence Alex was able to dwell on this thought and wonder if maybe he was adopted; which, he thought would explain a lot.

"You are a lot smarter than me," his father said as they headed toward home. "I know I look like a Neanderthal next to you Alex, but there are some things that I know and you don't. What you can do with computers is amazing and you know that." He looked at Alex knowing he wasn't paying attention. "I'm going to tell you something that your mom doesn't need to know. Alright?"

Alex looked at him, his interest peaked, and nodded.

"I wasn't always a cop you know, I didn't want to be a cop when I was your age." He looked out the window, not wanting to see his son now. "When I was sixteen I was a big kid, I've always been and it got me in trouble. I would get into fights and cause all sorts of trouble, I didn't think that I had to answer to anyone. When I got older I got bigger, by the time I was eighteen I was the size I am now and things were at their worst. I actually got thrown in jail once." He smiled. "Then your grandfather comes and bails me out the next day, and I won't listen to anything. From where I stood things were fine, I was tough and big and even in a night in lockup didn't faze me. Now my dad drives me out to this old gym in the city and tells me to put on some gloves, you know boxing gloves. I was excited, I was finally going to get to knock the old man on his ass and he was asking for it. I blamed him for something then, I don't know what now, probably everything. So we get in the ring and I start swinging, but I can't hit the guy," he chuckled. "I'm doing everything I can and the old guy is just looking at me. Finally, my arms feel like their going to fall off and I'm sweating. He just walks out of the ring and leaves me there. I get out of the ring and I'm still mad at him. He turns to me and says 'watch' and punches this metal wall bare-fisted and leaves this massive indention. He looks at me and says 'just because you can doesn't mean you should' and walks away." He paused, finally looking at his son. "Do you get what I'm trying to say?"

Alex nodded.

--

TWO WEEKS LATER

--

Alex sat next to his mother and listened to her cry. He knew he should cry to, he wanted to, but it wouldn't come. He put his arm around his mom and squeezed her. A funeral wasn't the way to remember a wedding anniversary. Two days before his mother and father went out to celebrate their eighteenth year together and his father had planned the entire night out. They started with dinner at their favorite restaurant and afterwards they went on a stroll through the park where he had proposed. A man had followed them into the park, a man that his father had put in jail but had been released on a technicality. The man shot his father three times in the chest and then walked away, leaving him bleeding to death and his mother alone.

The man had been caught and was now in prison with no chance of getting out, little good it did now. Alex watched as the coffin lowered into the ground and the tears finally began to flow. He wished that he would have listened more.


	2. Meanwhile and Later that day

The beady eyed man looked at the readouts and smiled. He had once been Doctor Elijah Keeve renown for his work on the human genome and stripped of his title, job, and reputation for the same work. Now he did his own research and worked for people who could pay him the most, which it turned out was quite a lot of money. His back was permanently hunched due to his countless hours in his lab.

He tapped a few keys and smiled again.

"I did it!" He yelled spinning in his chair.

He stopped as he spotted his benefactor, the smile vanishing from his face. The man moved with the grace of a dancer but the size of the check Keeve had received he doubted the chances. The man was a slender six foot with long blonde hair that was almost white in color and his skin was lightly bronzed, today he wore a simple business suit.

"No, please, continue." The man said strolling toward him. "Tell me good doctor," he smiled. "What have you done?"

Keeve smiled again. "I have perfected the formula, it is ready for testing."

"Testing?" The man arched an eyebrow. "I have not paid you so much money for testing, I want the finished result."

As his benefactors gaze drilled into him Keeve's mind raced for an explanation. "I need to test it first. If I were to get you the finished formula then we would not know what would happen. You see, this formula is perfect but it is not the one you want. This is the worst case scenario, it will test the formula on every molecule. If the formula is correct then the subject will be altered genetically but remain the same as you wish. You see I used a combination spider DNA to get the best effect, the body would have to work with the formula to resist multiple drastic changes."

"Basically, you invented splicing? Congratulations doctor, except someone already beat you to it." The man rolled his eyes. "Are you going to test it?"

"Me?" Keeve gasped. "No, it's much too dangerous. If everything goes as planned I would be fine, but there is still a great chance that it would not go as I want it to."

"What are we talking about?"

"If the formula is incorrect in the slightest I might grow extra limbs or eyes, my mouth could change into a mandible, I could become a mindless beast, or it could result in death."

The man nodded. "Yes, finding someone to take your place would definitely slow things down. Who are you going to test it on?"

Keeve smiled.

--

Alex wished that he could hate the new apartment, but he couldn't. His mother, Linda, had to sell the house because she could no longer afford it, but her new employer, Wayne Enterprises had provided a place to stay. The apartment had two bedrooms, each with a personal bathroom, a living room and a good sized kitchen. Alex wondered why Bruce Wayne himself would see them in the first day, but when he looked into the old man's eyes he saw something familiar. The first thing Alex unpacked was his computer, he hooked it up and searched for some information about this gracious man. He found countless articles featuring a younger Bruce Wayne donating to charity and various other public occasions, but he did not find what he was looking for. Instead of searching headlines he search inside the articles, again pulling up all the charitable work but the last entry was what caught his eye. It stated: is survived by their only son, Bruce Wayne.

He read into the night about the tragic death of Doctor and Misses Wayne when Bruce was just a child and things started to make sense. From that article a link was formed to another interesting piece. Mister Wayne had adopted a young boy named Richard Grayson who had lost his parents in an accident. That was what he had seen reflected back in those eyes, a shared sense of loss. Alex was torn now, he was grateful this man was helping them but he was angry that it had to be this way. Mister Wayne had lost his parents and so had his adopted ward Richard Grayson and now he had lost his father.

From there he had unpacked the rest of his room and tried to make things normal enough for him to settle in. He had to start high school in a new school due to the move, but his mother had a job and they had a nice place to stay. It was hard to look for the good in the situation but he did find one more thing to help make the change, on this side of town there was the one and only legal splicing shop in all of Gotham and tomorrow he was going to check it out.


	3. The True Beginning

Keeve placed the ten samples onto the tray and placed it just out of sight in the other room. The owner was drugged in the mop closet and now all he had to do was wait for the customers. It was actually his benefactor who provided him with the idea on how to test it. The only legal splice shop in Gotham saw a lot of traffic for his test subjects. They would provide their names and addresses and all he had to do was check up on them to see how things were going. He had estimated the transition period to be roughly forty-eight hours from the injection which was a major change from the mere minutes the original and illegal splicing took to complete. It was found that the longer transition period caused an easier change physically and drastically dropped the aggressive tendencies.

He waited in the shop for someone to come in but it was a slow day apparently. Looking at the appointment sheet there was only one person signed up and the appointment wasn't for another hour. To keep the boredom at bay Keeve began to look through the splicing options and formulas, pocketing ones that caught his eye. Most were only cosmetic changes such as the law allowed, anything that would cause a major physical or mental change had to signed off on by three doctors and a complete psychological profile done. Of course if the person really wanted it done there were at least three illegal splicing operations if one knew where to find them. Keeve knew of these places but decided against them.

--

Alex tucked the fake I.D. into his pocket after checking in for the third time in an hour. It was the last one he had and probably the last one he would have since his father no longer was a police officer. The only bad thing about splicing was that he needed to sign in and leave contact information, which would be in a system. All in all it wasn't a bad thing he just hated having records that someone could use. That and if his mother found out she would not be happy. The best thing to do was to get it down and wait to see if the change would take hold and then go from there.

He walked into the shop and looked at the man behind the counter, much to his surprise that man was not spliced. In fact the man was almost completely ordinary to the point of boredom. Aside from a slight hunch and eyes that looked a bit porcine there was nothing memorable about the man.

"Appointment or walk-in?" the man asked motioning for him to sit down.

"Just a walk-in," Alex sat where he was told.

"You are lucky, the first walk-in of the day gets twenty percent off." The man smiled like he had made a joke. "Any ideas on what you would like done?"

Alex handed him his fake I.D. card and watched as he swiped it. The information populated on the screen and Alex tried not to look relieved.

"I was thinking about having blonde hair." He paused as the man arched an eyebrow. "I know I could just dye it but I'm looking for something that is more permanent."

"One blonde coming up," the man reached behind the counter and wiggled his fingers while his eyes searched the rows. "Here we are." The man placed a vial full of swirling red liquid into a needle gun and placed it against Alex's arm. "The change will take full hold in forty-eight hours, you have until then to come back and change your mind."

"I've done the research," Alex nodded.

The needle plunged into his arm and it felt like fire was shooting through his veins. Alex tensed his arm and his eyes watered, this wasn't something that he had read about. The world began to spin much to fast for him, he was barely aware of the man helping him to his feet and out the door. Stumbling down the street he began to wonder why these after-effects were mentioned. As the world started to return to its normal speed Alex smiled and headed home, knowing that now all he had to do was lay low for a couple of days and he would get away with it.


	4. The Process of Change

AN: The last few chapters I have not placed a note stating that I do not own the creative property of either Batman or Spider-Man or the idea of splicing. I have not considering this is being posted on a site called fan-fiction.

Keeve practically danced with delight as the young man, Ben Reilly as his ID indicated, stumbled from the store. He had the boys address and now all he had to do was watch him and the others he chose to test the serum on. Instead of dancing merrily around the room he checked the owner was still unconscious in the closet and resumed his spot behind the counter. Now all he would do is allow for forty-eight hours to pass and allow the serum to take a full hold on the boys DNA and then he would watch. The bell to the door rang again and Keeve looked up expectantly, his face dropped as he recognized his blonde benefactor strolling nimbly towards him.

"Splicing?" The man asked. "Honestly doctor you could have at least tried to make a run for it."

The man pulled a slender knife from his jacket pocket.

"You don't understand, this isn't splicing," Keeve shouted nervously.

His cries fell on deaf ears. The man approached and Keeve found out his suspicions were true, the man was not a dancer but he moved with amazing grace.

A few hours later the name in the appointment book showed up and the cops were called. The clerk in the closet was found and it was all written off as a random act of Joker violence do to the smiley face carved over Keeve's face. The police tried to contact the walk-in splicer, Ben Reilly, but found him to be a ghost.

--

Alex was able to stumble to the new apartment but barely made it beyond the door. He collapse as the door swung shut, waves of nausea and pain alternated through his body. His skull felt as though it was trying to pull itself apart and he was sweating heavily. For what seemed like hours he lie curled up just beyond the door, finally he was able to pull himself into his room and onto his bed. For once he was truly glad for his mothers new job, if she would have seen him like this he knew that she would have taken him back and had it all reversed.

He tossed and turned in a fitful sleep surrounded in a nightmare that would not end. The splice took hold turning his hair blonde as he had wanted but then it turn his eyes yellow and then his teeth. Before he could get back to the shop to have to splice reversed his skin turned a soft shade of yellow. Doctors came and went but there was no way to reverse the splice, even other splices to turn his skin another shade and his eyes another color would soon dissolve into the same yellow.

The door to the apartment closed, waking him with a start. He smiled at the silly dream that had seemed so dark and foreboding as he slept. He walked out to the kitchen and saw that his mother had passed through, her purse was on the counter and a stack of files were on the table. Suddenly he realized how hungry he was.

He poured himself a large glass of water, remembering that hunger was a sign of dehydration, and then started to make some instant noodles. In a matter of moments the instant noodles were ready and he was eating them by the fork-full. He had finished the bowl and the glass of water in five large bites and a couple of full gulps. The hunger abated slightly and he began to wonder why no one had mentioned this in the after effects of splicing. He put the dishes in the sink and turned, stopping for a moment when he noticed the glass was in his open hand. Cocking his head to the side slightly he held his hand up and stretched his fingers out, the glass stayed connected to his hand. With his left hand he grasped the glass and pulled, after a moment of resistance the glass relented and moved to his left hand. He put the glass back in the sink and slowly moved his hand out of the sink and watched as the glass was now stuck to his left hand.

Alex spread his fingers and shook his hand wildly, but the glass stayed attached. He began to wonder if he was even awake and seriously consider the situation to be a waking dream, perhaps he had fallen asleep at the table. Slowly he turned back to the sink and turned on the water. The sensation of water coursing over his hand was too real, he was awake. As he realized he was in fact awake the glass dropped to the sink and he pulled his hands up for closer inspection. There was no residue from glue and the glass looked clean, in fact he had no trouble with it while he was drinking earlier. The veins in his arms bulged from his skin and pulsed heavily. He watched as they started to fade back into his arm and his pulse slowed.

Deciding he needed more sleep he began to walk back to his room but dropped to his knees as a searing pain spread from the tips of his fingers to his entire body. His skin was on fire and his heart pounded in his ears. He did not move, hoping the pain would fade if he stayed still. This attack did not last as long as the others, but he found that he was once again sweating badly. He slipped into his room quietly, still not wanting his mother to see him yet, and started a shower. He sat in the shower, leaning against the wall and let the water wash over him. His entire body ached and he didn't trust his legs to hold him. Slowly he stood and washed completely and then headed off to bed once again.


	5. A New Man

**AN:** I need a beta-reader. Send me an email if you are interested. Also I don't own Batman Beyond or Gotham city, I am pretty sure that I don't own the idea of Spider-Man. I just want to say that even though Alex Bishop becomes Spider-Man he is not a carbon copy of the Marvel version. Also, trains in Batman Beyond run vertical and horizontal just to clarify, like the subway but futuristic. **:AN**

Alex woke up and kept his eyes closed. It was ten minutes before his alarm went off and he had not shaken the habit of waking up in time for school. He was worried that the moment his body realized that he was awake the pain would start again. Oddly enough as he took a deep breath, nothing hurt. In fact he felt better than he had in a long time. Swinging his legs over the edge of the bed the pain still did not show. He stood and walked to the closet, today was freshman orientation at Hill High School or East Hill High School, one or the other it didn't matter no matter where he went he was still a freshman. Even though the freshmen class went in a day earlier than the rest of the student body it wasn't all bad, it was only a half day and if he wanted he could check out all the clubs.

He selected a pair of black pants and pulled the on, their usual snug fit was loose. Alex looked down at his stomach and instead of the usual smooth skin he saw a block of muscle. He had always been kind of scrawny but now he had washboard abs. His gaze traveled from the hand holding up his loose pants all the way up his arm, his arm was developed too. He tried to think about what had happened or how it had happened. As his alarm went off he realized it had to have been the splice from yesterday, the guy gave him the wrong splice. His hair was still black but now he had a killer body. For a moment he was mad but then it all began to make sense, well aside from the glass sticking to his hand, but the rest of the effects after initial splice were among the list for a major change.

With a wry grin Alex buttoned his pants and a red shirt. His usual gray sneakers finished the outfit and he walked out into the living room. He smiled as he saw a plate of toast and eggs his mother had left out for him, by the plate were some credits. Scooping the eggs onto the toast he ate it as a sandwich as he walked out the door, the credits in his pocket.

The only problem with the apartment was that he had to take the train to and from school, but his mother seemed to be enjoying her new job so he could make a few sacrifices. The train met at the end of his block and would carry him to school in a stops, he didn't know how long the trip would take so he went early today. Once he knew how long it would take he could decide how long he could sleep in and when he absolutely had to get up.

He zoned out walking through the crowd, not noticing how he moved through the small throng of people without touching a single person. As he stepped onto the train the hairs on the back of his neck stood up and the side of his head tingled. He ducked, just in time to miss what looked like a pie. Looking up he saw a couple of Jokers laughing, only one was holding a pie, Alex could guess what happened to the other one. They both had white face paint and red lipstick, Alex could see a chain hanging from one of the clowns belts which was a thinner chain and the other had brass knuckles over white gloves.

"You creds or a pie," the one on the left with the chain belt said.

Alex rolled his eyes, maybe public transportation wasn't a good idea. The Jokers were everywhere in Gotham but this side of town really had a problem with them. Before moving Alex had only seen a few of them at night. His father always said they were just like any other street gang.

Alex stepped into the car and sat near the door, aside from him and the Jokers it was empty, the others deciding they would wait for the next car. He looked at his watch, noting the time the doors closed.

"When does the next car come along?" he asked ignoring the pie the clown held.

"Did you hear my friend here?" the Joker with the brass knuckles asked. "Give us your creds or you get a pie."

A burning rage burst to life inside Alex's chest. It didn't matter that there were two of them these were the kind of thugs his father had tried to protect people against, these were the scum who were happy to see a cop in the ground. Alex leapt to his feet and crossed the small expanse to the car. Moving on instinct his fist connected with the gut of the clown who held the pie. The down folded over, dropping the pie and falling hard into the seat behind him. Alex turned as the clown fell and grabbed the one left standing by his shirt collar.

"I asked you a question," Alex growled as he lifted the clown off his feet. "When does the next train come along?"

"I don't know," the clown said in a choked voice.

Alex let the clown go with hard push sending him into the other clown. Reaching over he picked up the pie and looked at the two of them. He felt the train come to a stop and didn't care if it was his or not. As he walked through the opening doors he tossed the pie over his shoulder, he didn't see it land perfectly on the clowns, but somehow he knew it did.


	6. First Day

**AN:** Apologies if I get anything wrong. Hope you enjoy it anyway. To those who are reading, sorry it took so long and I still need a beta/editor.**:AN**

The freshmen class met in the schools small theater and Alex could already see who was who and there they went. He was coming into this group of students in the tenth year of their schooling together and the cliques were written in stone. All they had to do was figure out where he went and then it would be business as usual. When he thought about it moving to a new school wasn't that big of a transition. The few friends he had were really accomplices in his cyber outings and that was really it. He had a few crushes and an ex-girlfriend, but starting over wasn't that big of an adjustment.

He thought mainly on what had happened on the train. Something had awakened inside of him, not just on the train but before then. He felt the same thing when he was reading about Bruce Wayne and when he remembered his father. He was only half listening to the speaker, he wasn't sure if it was the principal or the vice principal, but was awake enough to follow the line to get his schedule. Then the class was split into groups and given a tour guide. His tour guide was a girl whose name tag labeled her 'Max".

"Welcome to the school," she said in an upbeat tone. "My name is Maxine but everyone calls me Max, I'm a senior here, and today I'm your tour guide."

Alex noticed someone standing by her looking somewhere amused. He was a bit taller than her and looked kind of familiar, after a moment Alex recognized him as Bruce Wayne's assistant. He thought his name was Terry or Barry, whatever his name was he recognized Alex and nodded.

"This is my friend Terry, who is your other tour guide," she patted him on the shoulder. "Unlike me, he is only doing this for the extra credit that he will need later in the semester."

Terry grinned. "Ready to get started?"

The two led the group around the grounds. The school had plenty of computer terminals, which didn't appeal to him as much as it used to, a decent library, and a rather large gym. The commentary was sparse throughout the tour, it was pretty self explanatory. Before long they were back at the auditorium and waited for the others to show up. While they waited Terry came over to him.

"Hey, Alex, right?"

"Yeah," He nodded. "I didn't know you went here."

"It's my last year finally. Working for Mister Wayne is really a full time job." Terry nodded to Max. "If Max didn't help me out I wouldn't be graduating."

They stood in silence for a moment as the people around them separated into their prepackaged groups.

"Listen, freshman year is the same every year. It's separated into four blocks of ninety minutes for each class, five if you count lunch but it is only an hour. Two of the blocks are elective. You get an entire year of health and fitness, in other words you do Monday and Wednesday in classroom learning about the human body and the rest of the week you are in the gym. The other is a free period that you can either have an elective for or just study hall. Study hall though is a serious study and they are pretty strict about it." Terry leaned closer as they spoke, almost like he was sharing an escape plan. "After winter break all the classes except for your gym period are switched to something different."

"Thanks," Alex nodded.

"I've got a crazy schedule, with school and work, but if you need someone to talk to you can drop me a line. Send me an email or the off chance you can catch me in person." His voice was almost a whisper now. "I know what you are going through." He looked Alex in the eye.

Alex wanted to say something but he couldn't. His hand grasped into a fist and he looked at his feet.

"Sorry," Terry said patting him on the shoulder. "It took me a long time to be able to talk to people about it. I didn't mean to ambush you."

"Don't worry about it," Alex managed. "It's like I can't be happy about anything because the only reason it is happening is…"

"I know." Terry's voice hardened. "That goes away, eventually."

"I want to do something about it. The entire thing just isn't fair." Alex looked at Terry and recognized the far off look in his eyes. "Not just for me, for everyone. You, me, Mister Wayne, and those I don't know, no one should have to feel like this. When I look at this city, I just see so much loss and pain and the only person I see that is doing anything about it is Batman. It makes me wonder what happened to him."

Terry looked at him, something played behind his eyes that Alex could not decode. He could tell Terry was about to say something else but they were interrupted as the rest of the freshman class came into the auditorium.

-- -- --

Standing with a few others waiting for the train Alex thought back at what he had seen in Terry's eyes. It puzzled him, there was something that he needed to know but did not. He was pulled from his thoughts as his entire body tensed and an intense tingle told him there was something wrong, just like earlier on the train before. Turning to the right he saw a group of Jokers advancing on the waiting crowd, he recognized two from earlier in the morning.

There were four in total. The one with brass knuckles and the one with a chain for a belt were scanning the crowd. Behind knuckles and chains there was a broad shouldered joker with his face painted like a mime who stood almost a foot taller than the rest and another joker decked out in a full jester costume.

Alex ducked as the tingles became stronger, this was no place to fight and definitely not the time. As the train pulled into the stop he boarded it, staying with the crowd. He watched as the four continued to look, glad they hadn't seen him. As the train pulled away he realized something, if he was going to do anything about those creeps he would need a mask. Just a little tussle that morning had brought them looking for payback, but if they didn't know what he looked like, then things would be interesting.

He waited as patiently as he could as the train neared his stop. Finally when as the doors opened he shot out the doors and raced to the apartment building. He rushed to the elevator and pressed his floor. As it went he began to formulate a plan, Batman wore a mask, so would he.


	7. Becoming

**AN:** Just in case it isn't clear, I don't own Batman or Batman Beyond. Alex's father was a police officer and is mentioned in the first chapter. For those of you waiting for Batman to show up, he will eventually, but this is mainly about Alex Bishop, Spider-Man **:AN**

Alex waited in the shadows near the train stop, confident the jokers would show. He did not know if it would only be the four of them or if at night there would be more. It was too late to turn back now. After all the effort he put into finding something to hide his face he couldn't just back out now. Even though no one had seen him or if they had they would not recognize him, he would not let himself live it down.

His face was painted white, his lips and eyes painted black with old costume makeup he had found. His black hair had grown down to hang in front of his eyes and instead of carefully slicking it back as he usually did it was a wild tangle atop his head. He wore two layers of clothes, the bottom being a skin tight uniform that he had worn a year ago when he played field hockey. It was crimson red and even though it was thin it had protective weaves sewn into the important areas and covered from his shoulders to his feet, it also would not leave any prints. Considering red, no matter how crimson it appeared was not the best for hiding in shadows Alex wore a pair of loose black cargo pants that had seen better days and a black mesh shirt to mute the color. The top gave the appearance of red webs spreading across his chest and arms and the holes in the old cargos allowed a glimpse of red as he moved. In the end he looked more like a Goth than a masked man but it served the purpose of hiding his identity.

He was about to call it a night when he saw them coming. There were twelve in total now and he knew he did not stand a chance. He leaned against the wall and moved back, he could feel the wall behind him but he willed himself deeper into the shadows and he began to move. Before he could realize what he was doing he found himself slowly climbing up the wall. As his mind began to understand the situation he was spotted.

"Well, look at that, boys and girls, we have some company." A joker dressed like a normal street thug but with a red nose said.

"Looks like a piñata." A female joker standing next to the first said then she tossed a bottle.

Alex reached out and a strand of web shot from his writ and caught the bottle. He and the group of jokers looked at it astonished as it hung in the air for a moment before crashing back down onto the female jokers head. As the bottle connected with the top of her head the world began to move again. Alex could feel the tingles from earlier and they told him to move. Springing off the wall and landing in the midst of the crowd of clowns he moved on instinct.

He bobbed and weaved, dodging fists and chains. He moved when and where his instincts told him to, sending the clowns into a chaos. Instead of hitting him, they hit each other or nothing at all. As the thrashed and tried to hit him Alex tumbled, flipped, and spun out of danger. Finally as his the tingles stopped he realized that he was the only one still standing. All around him in a tangled mess the jokers were groaning from injuries they gave themselves.

"Now that you are all paying attention." He said in a growl picking up the clown who had spotted him. "This is my place, this is my territory, if you or any of your pals come through here again I'll deal with them. This was just a taste of what I can do, next time I'm not playing."

He tossed the clown back to the ground and walked back to the shadowy alley he was hiding out in before. He slid up the side of a building to a small ledge that was pitch black and watched as they scuttled off. As he watched the tingles came back, they weren't as intense, just a warning. Slowly he turned and looked around the ledge he stood on, it was dark and hard to see, which was why he had picked it, but now he wasn't sure if he was alone.

"Interesting." A gruff voice said about three inches from his face.

He jumped back and watched as Batman materialized in front of him. Alex took a step back but didn't run.

"How so?" He kept the slight growl in his voice to hide his age.

"How did you know I was here?" The Dark Knight asked.

"Why were you watching me?" He countered.

"I was following those clowns and ran into you, I like to know who is running around my city." Batman didn't move and neither did Alex. "Do you have a name? Usually I can't get costumed creeps to stop spilling their sob stories."

"Spider-Man," Alex said without thinking. It made sense though, the webs sticking to the wall, and by pure coincidence his shirt. "I'm not here to cause trouble."

"You take down a gang of jokers and expect me to believe that you are just out for a stroll?"

"No," Alex shook his head. "I'm just your friendly neighborhood Spider-Man."

"And them?"

"They weren't so friendly. I know, the makeup and the clothes don't exactly make me look like one of the good guys but not everybody has a cool suit and a legacy like you. These guys have been around my neighborhood for a while now and I got tired of having to see them harass people. If I fought them normal, they would find me, but if I fight them like this then they don't know who I am."

"You're preaching to the choir, kid. I don't wear this mask because it's comfortable." Batman disappeared again. "I'm keeping my eye on you."

He waited for the tingles to subside before moving. He turned back to the scene below and saw that there wasn't a clown in sight. Now as he was finally able to rest for a moment he began to replay the night in his head. He climbed up a wall twice without anything there, these tingles were guarding him from danger, and needless to say he was much stronger and nimbler than he ever had been. The only thing that had change was the splice, but that didn't make sense. If he had spider DNA with his DNA a splice would have him with six arms and looking like something out of a horror movie. This definitely called from some research.

Alex rounded the neighborhood twice before slowly circling his block and finally slipping into the roof entrance to his building. Even if someone was following him, which there were no tingles telling him and if someone was following him they would only know what building and not which floor or which apartment. He snuck through the service stairway to his floor, the tingles directing him out of the paths of cameras and the patrolling security guard.

He safely made it back to the apartment and snuck into his room. Quickly he stripped off the outfit and hopped into the shower to wash off the face paint. True to the labels on cases the paint was waterproof and only came off after three scrubbings of soap. Originally the paint came with a solution that would mix with water and make for easy removal. Unfortunately it was lost somewhere in the stack of yet to be unpacked boxes still in his room.

He settled down once out of the shower. He walked to the living room and found that his mother was not even home yet and all the stealth had been for naught. It was well past his curfew and he needed to go to sleep but he just kept replaying the night. Not only did he climb on walls, shoot webs, and have some sort of danger sense but he also took down a gang of Jokers with little work and met Batman.

This definitely was going to be an interesting year.


	8. The Man Makes the Suit

**AN:** This one is a bit long. **:AN**

.::Two weeks later::.

It had been a busy two weeks. Ever since he took out that gang of clowns he was desperately trying to figure things out. He tested himself on all the things he could think of. He was stronger, faster, could shoot webs from his wrists, stuck to walls, and had some sort of danger sense, which he decided to call a 'spider sense" considering 'tingles' did not exactly evoke confidence. Now he could swing from building to building, which he found out by accident, and his web-shots were becoming increasingly accurate. Part of him thought it was incredibly cool to have all this power and the other part wanted to use it to make the world safer.

All his searching about the splice shop and this weird splice turned up very little. He did find an article that the same day he was in the shop a customer was murdered and the investigation was still open but there was nothing else on the matter. When he went by the shop he did not find the man who gave him the splice and wondered exactly what was going on.

There had been no more Batman sightings in his nightly patrols but he did trounce the same gang of jokers three more times before they got the hint. Unfortunately now his tossed together costume was rather ragged. The clothes he wore on top of his old field hockey suit were ripped, singed, and had a few blood stains and his field hockey uniform was beginning to stretch. The uniform had been too tight to begin with, being a year old and now after such strenuous use the uniform was stretched to a point where it looked like a deflated balloon when he took it off.

"Mister Bishop, since you are paying so much attention I can tell you will easily answer the question I just asked."

Alex's head snapped up to see his history teacher Mr. Towns standing right in front of him. Desperately he looked up at the board and then back at his teacher. On the board "No Man's Land" was written.

"Sir, I wasn't paying attention, could you please repeat the question." He said after a moment.

Mr. Towns nodded. "I asked if anyone could tell me the significance of No Man's Land to Gotham."

"No Man's Land was a declaration on the city of Gotham shortly after an earthquake separated Gotham from the mainland of the United States."

"I did not ask for a definition." The wide Mr. Towns said walking back to the board.

"Yes, sir," Alex nodded. "It is significant to Gotham because once the city was retaken, or returned to a more civil state, the United States wanted to incorporate Gotham once again." He took a breath. "With support from Bruce Wayne and many other prominent citizens, Gotham was able to become an independent land mass free from the governing of the United States. In doing so Gotham opened itself up to foreign trade and leaps in technological development. In other words the technology that we use every day would have taken at least a decade longer to develop if Gotham would have rejoined the United States."

Mr. Towns nodded approvingly. "Very good Mister Bishop, it is quite hard to get mad at you when you for not paying attention when you have an 'A' in my class."

Alex smiled.

The bell rang and the students filed out of the class. It was lunch now and Alex had decided to eat on campus. As he walked through the throng he tried to think of where exactly he could get a new costume or at least one that would do. If he had to he could just rotate costumes between a few similar styles, maybe then they would think there was more than one of him, which could be helpful. Or he could just buy a few of the same thing so that once it wore out he could simply put on another. Also he was thinking about head gear, the make-up was getting a bit old after having to scrub harshly every time he wanted a clean face, though it did keep his complexion rather clear.

As he walked into the lunch room he dodged a hyper kid trying to keep up with his friends. Everyone but the kid could see that they weren't his friends and they desperately wanted him to leave.

"Honest, my dad knows all those guys." The kid was saying.

"Sure, Ronny, whatever. There is no way you dad could know the Gotham Heat. They are professional athletes and wouldn't be hanging around some low level tech." One of the kids 'friends' said. Honestly Alex couldn't tell one from the other being that they were all blonde with short hair and fashionably sporty clothes.

"My dad runs the machine that makes their uniforms." The kid said.

Alex's ears perked up. He suddenly looked at the kid, a machine that made a uniform. Machines could be hacked and while it wasn't the most legal thing in the world he was sure it would help in the grand scheme of things. The rest of their conversation faded as the group walked on with Ronny trailing them. Alex decided to follow Ronny home that day and see exactly where his father worked.

As he walked his spider-sense picked up, just slightly. He was beginning to be able to figure out the different kinds of sense that came up, this was not danger it was someone watching him. He stopped and acted like he was tying his shoe and stole a quick look around. It didn't take him long to find a familiar face looking at him. Standing up he waved and walked over to his watcher.

"Hey, Terry, what are you doing?"

"I'm just eating lunch." Terry looked down at the tray he held and the ominous looking piles of goop.

"You're a senior, why aren't you out there?" He waved toward the window.

"Sometimes you just need a boring day, you know what I mean?"

"Mr. Wayne is running you ragged?" Alex smiled. "He seems to have that effect on his workers."

"What do you mean?"

"My mom has been working late since she got the job at Wayne-Powers." Alex sat down at the table, deciding he could get something to eat after school now that he saw what they were serving. "I'm not stupid and I know why she is doing it. She doesn't want to have to slow down or have to think about things, I know how she feels. I just hope that she likes her job." He looked up at Terry and smiled. "Sorry, I don't talk to people much."

"It's alright, I get it." Terry poked at one of piles of goop on his tray. "It helps to have some friends."

"I'm a bit busy at home. I'm unpacking and putting things together."

"You don't have time for friends?" Terry looked up at him.

"They just aren't on my list of things I need right now, you know?"

"What is on your list of things you need?"

Alex looked out the window.

"His name is Mitchell Darrow, the man who killed my father." He breathed slowly, trying to contain his anger. "He tried to get out of the murder charge by pleading insanity, but they charged him and decided to move him to Arkham. He is going to be arriving in the next week."

"You've been too busy following the trial to do other things."

"Some people collect spoons, I follow murder trials." Alex looked back at Terry. "I have to go."

The rest of the day Alex went through the motions of his classes. At the end of the day he was even more resolute to follow Ronny home and find out exactly where his father worked. As the final bell rang he began to follow Ronny through the crowd and off campus. They walked through a nice little neighborhood around the school and close to a police department. Finally Ronny entered an apartment building with a doorman who noticed him. Alex pulled out his history book and walked up to the doorman.

"Ronny let me borrow his book and I was going to return it. I've been trying to catch him for a few blocks now."

The doorman nodded and let him through. Alex held the book at his side and slipped it back into his bag one he was out of sight. Suddenly he was very glad not to have a doorman, sure he wasn't intending on hurting Ronny or ripping off any of the tenants but how did the doorman know that. He followed Ronny to his apartment and made a note of it. He walked past the door and decided that he couldn't just wait in the hallway for Ronny's father to come home, if Ronny's father wasn't already home. Walking to a nearby window he tested if it would open and found it would but only just a bit. He would have to squeeze through. Slipping off his shoes and putting them inside his bag he webbed his bag in place on the ceiling. Just in case he would be spotted he sprayed a light cover of web over his head hiding his features but allowing for his to still see. He squeezed out the window and crawled on his belly to a window in Ronny's apartment. He preferred to climb walls like this as it gave him more contact with the wall.

Climbing toward the nearest window he peaked in and saw Ronny sitting on his bed playing a videogame. Continuing to the next window he found himself looking into the living room. He noticed pictures on the wall and that Ronny in fact had been telling the truth. Continuing to the next window he found Ronny's parents room. The lights were off and it was empty. Slowly he opened the window and squeezed through. He slowly lowered himself to the floor and began looking around.

He found what he was looking for, a work uniform and a company name. He noted the address, dropped the uniform where it was and squeezed out through the window and back to the hallway. He retrieved his bag and shoes and pulled the web off his face, which was not pleasant. Zipping up his jacket to hide the swath of grime on his shirt he put on his shoes as he went and waved to the doorman as he passed.

Alex headed for the nearest station that went to the industrial district and had a quiet ride over. The neighborhood Ronny lived in was a very clean neighborhood with plenty of police presence and very little crime. As he got closer to the industrial district he could see things getting farther away from the utopian suburbia. He reached the stop without incident and quickly found that the building he was looking for was not actually a building but one floor of a much larger building.

Looking up at the building and knowing know what suite twenty-two meant Alex groaned. He knew that what he was doing was technically breaking and entering, and stealing, and trespassing but he needed a suit and a homemade, patchwork thing wasn't cutting it. He knew for a fact that he couldn't afford the suit that this company made. Still need did not make it right for him to steal.

He walked up to the entrance and looked the large security desk. An idea popped into Alex's head and he walked over to the security guard.

"I'm here to debug the system in suite twenty-two."

The security guard eyed him suspiciously.

Alex showed him the ID card he had made while his father was alive. The security guard scanned the card and the persona of Ben Reilly filled the screen. He had made sure that it stated Ben Reilly was in fact a genius when it came to computers and though he was young he did in fact have three degrees in computer science and theory. The security guard still did not look impressed. He spoke into a little radio on his shoulder and was directed to suite twenty-two. As the guard told the tech on duty who was waiting to come up and forwarded a scan of the badge the tech on the other end said something very loud and very rude.

"Sorry, Mr. Reilly." The security guard straightened in his seat.

"Don't worry about it," Alex rolled his eyes. "I get that everywhere. I tried growing a mustache but that didn't exactly work to my benefit."

As he rode the express lift to level twenty through thirty he began to practice his story. Once the doors opened he strolled into the area and looked at the man on duty. He was relieved for some reason that the man bore no resemblance to the pictures at Ronny's house.

"I'm here to debug the system, corporate sent me over."

The tech's eyes just about popped out of his head. "No one told me?"

"Don't worry," Alex said walking over and placing his bag on the desk. "You have been doing a great job we just realized there was an error in the program."

"An error? What is it?" The tech made it too easy.

"Well, you have been manufacturing a test suit every month, correct?" Alex watched as the tech nodded. "What specifications are you using?"

"We were using the full array on the suit." The tech stammered. "With the new military contract out we wanted to make sure they would work against small arms fire and rifles. If we did more than that the treatments began to negate each other, the chemical compound isn't perfect for it."

Alex hid his shock, this was beyond his expectations.

"Alright and how were you disposing of the suits?"

"We were incinerating them." The tech nodded.

"You gave a full treatment and then incinerated the suit?"

The tech slapped his forehead. "It won't burn if it is fireproof."

"Exactly," Alex nodded glad there was something here. "All someone has to do is sift through the ashes we dispose of and our suits are no longer ours."

He sat down at the console and looked at the screen above.

"What we are going to do it fix this." His fingers flew across the keyboard, finding the program rather responsive he began to select treatments. "All we need now are measurements."

Alex hopped onto a small raised circle and stood still as the scanner passed over him. As the scanner whirled to a stop Alex walked back to the console and left the flabbergasted tech standing where he was. To hold appearances he left the suit a default black and had it begin production. The machine that took up a third of the room began to hum and after a surprisingly short time a suit rolled out on a short conveyer belt. He walked over to the suit and folded it neatly.

"Where is the incinerator?"

The tech dumbly pointed to another small machine across the room with a door that looked wrought iron and about a foot wide. As Alex walked by his bag he knocked it off the desk and began to pick it up, he slipped the folded suit into the bag and took out the large wad of webbing from before. Quickly he placed the webbing inside the machine, closed the door, and pressed the large red button. He took a step back and watched as the machine counted down and then burned the contents.

"You need to check the ashes, make sure that the disposed suits are actually disposed." He turned to the tech.

The tech obediently walked over to the machine and began to shut it down. Alex walked back to the desk picked up his bag and slipped out before the tech could ask any more questions. He nodded to the guard and made sure to check out using his fake ID card. He found that when you sign in and out of a place they are less likely to look for you, it was kind of like hiding in plain sight. Except he was using a fake name and without a record the cameras wouldn't pick up much beyond a person who claimed to be Ben Reilly and had just saved a company from embarrassment.

All in all, it was a very productive day.


	9. A Day To Remember

It had been a week since he had gotten his new suit and he loved every minute of it. The suit was a light weight fabric that allowed for total protection and ease of movement. It also enhanced his strength slightly. Alex thought that this was probably one of the military additions knowing that the military had been playing with cybernetic strength enhancements for quite a while. It could stop small arms fire, allow him to stick to walls, and was smart enough to allow his webbing out and nothing else in. There was just a bit of nanotech regarding the suit as it read his thoughts and this was how he was able to customize the look of the suit and when needed to blend into his surroundings. The only thing the suit was missing was a set of mechanical arms that would do his bidding.

The hardest part of the suit was picking a proper pattern. He had stood in front of his full length mirror in his room for almost two hours before he found a pattern he liked. In its dormant state the suit was simply black and skin tight to his exact measurements. At first he had went with a suit that was black and red, like Batman's, but instead of a bat the symbol was a spider. He decided that while black and red looked good together he did not want people to think he was a minor rip-off. Finally he settled on a dark red for the head and most of the chest that formed a spider, from there a dark blue filled between the spider's legs and stretched the length of his body. Just to tie the look together he had his hands the same color of blue. Somehow the red and blue just looked right, like destiny.

Alex had spent so much time getting to know the suit and all of its little surprises that the suit had that the week went by incredibly quick. It was not until Wednesday morning as he sat eating breakfast that he realized what was happening that day. His breakfast consisted of orange juice, two scrambled eggs, and a piece of toast that his mother always left out for him when she left. This morning was unlike the previous few because he had come home early from a very quiet night of patrolling and had woken up early. Flipping on the view screen he sat down at the rarely used kitchen table and began to eat.

He was halfway through his orange juice when one of the newscasters caught his attention.

"Today's traffic will be backed up from nine in the morning to twelve as the police escort of the convicted murderer Mitchell Darrow is taken to the new Arkham Asylum." The newscaster smiled. "Anyone taking Eighteenth Street should steer clear."

Today was the day that his fathers' killer was being transferred through the city and he had forgotten. Suddenly he felt incredibly ashamed. He had been to busy enjoying knocking around clowns and street gangs to remember the most important thing. Part of him wanted to tear the suit from inside his bag and go tear the doors off the escort but he would not even allow himself to think about what he wanted to do once it was just him and that killer. His father would be happy that the law had their man and that justice would be served, his father would have testified at the trial, and his father would have gladly seen the man behind bars. He kept telling himself that the police could handle the murdering slime knowing that the police did not take kindly to cop killers.

Alex looked down at his hand, a stinging pain breaking his trance. The glass that he had been holding was now in pieces and the remaining orange juice was seeping into the small cuts on his hand. He looked down at the blood and the mess, knowing that he was still detached from this act and that the part of him that was the spider was standing ready. He did not allow the spider to control him, knowing that if he let the spider take over now Alex would be no more.

He began to clean up the mess and realized that even after waking up so early this little episode would make him late for school. He washed the orange juice and blood off his hands and the table and left for school. The train ride was uneventful, he had done a thorough job of cleansing the neighborhood of gang activities and he had gone out of his way to make sure the clowns got the message.

--

Mitch Darrow sat on a hard steel bench inside the transport vehicle with his hands and feet chained. He cursed the lawyer who thought the insanity plea would work, this was Gotham, and everyone was crazy. Now he could look forward to a few years listening to the crackpots who liked to play dress-up. Not for the first time he began to wonder why he was being taken so seriously. So he had killed a guy who happened to be a cop, so what? He had killed a few others which was how he got the job to off the cop. He was a professional with a promising future in the business. It would have been like a baker being punished for selling doughnuts to someone on a diet, it just did not make sense to him.

For the third time in the last ten minutes since he had been chained to the steel bench the transport came to a halt. Unlike the first few times this was an abrupt and jarring halt. As the truck stopped he slid forward, the chain on his cuffs grinding along the rail he was clipped to. Finally the chain connected with a small joint that connected to the longer rail, it felt like someone was trying to pull his arms out of their sockets. For a moment Mitch wanted to know what was going on but the sound of repeated gunfire answered it for him.

There was a sudden shift from screeching breaks to a wall of gunfire accented with ricocheting rounds against the transport. Listening attentively he looked at the door at the far end expectantly, know eventually someone was coming. The three options he saw were that this was a rescue attempt, an assassination attempt, or just a failed attempt, but no matter what when those doors opened something was going to happen.

After a moment that stretched to tease eternity the doors opened. A man dressed all in black combat gear with a tactical mask covering his face stood holding an impressive rifle. The man strode over to Mitch in efficient ex-military strides and drew a single key from a pouch on his chest. Stopping for a moment to unlock the cuffs and give Mitch a pistol the man was back at the entrance to the transport.


	10. The Bat and The Spider

Alex could not believe that the day was passing so slowly. It was now twelve and time for lunch, before he went to the cafeteria he decided to check the net for any news about the prison transport. As soon as the screen came up a bulletin filled the screen. It read: Prisoner Transport Ambushed: Prisoner Escapes, Five Officers wounded.

"I knew something like this would happen." He growled slamming his hand on the desk and taking a chunk out of it.

"Easy there, tiger." A soft voice said from behind him.

Alex turned to see a girl from one of his classes. She was in a wheelchair and usually attended to by at least one private nurse.

"Alison?" his vision was beginning to blur.

"Yeah, are you all right Alex?" She had wheeled closer to him.

He could see for a moment that she had green eyes and aside from the oxygen tubes in her nose and sickly skin color she would have been rather pretty. She had been in a car accident as a child, an eighteen wheeler with some sort of chemical. The impact had killed her mother and the truck driver, even though she had survived the chemicals wreaked havoc on her immune system. Her eyes went to the screen.

"That was your fathers…" Her voice turned to a whisper.

"Sorry to be such a jerk, but I have got to go." He pushed past her and into the hall.

The building was three stories high and before he reached the third floor the blood was pounding in his ears. He did not know the school too well but he knew that most likely the janitors' closet had a ladder to the roof. He found the third floor closet and forced the lock. Today he was lucky as there was a ladder against the far wall. He paused for a moment and webbed the door shut after locking it and changed into his suit. On the roof he hid and webbed his backpack full of street clothes.

He jumped off the building and began to web-sling to the scene of the escape. As he got closer he could see that the police had it staked out and there was plenty of action around there. It was unlikely that there was anything he could find and even less likely that the police would just give him the information. He landed on a building high above the scene and looked down on it. As he looked down he could picture the scene. The transport had been blocked by two civilian cars that appeared to be broken down, there was a third car behind this barricade that he guess they had left in considering the tire marks leading away from the scene. The police had roped of the area and had evidence markers to make things more organized and helped him imagine the process. He could imagine the transport coming to a halt and then a number of attackers began to assault the vehicle, considering that there was no one dead the attackers had to be good. For a moment he wondered if he was out of his league.

Jumping off the building he let himself freefall to the ground below, allowing the suit to absorb the impact. The one thing that bothered him is that the side streets were too quiet. Clowns should be all over this place, the neighborhood was one that he was just getting too and they were everywhere. He walked through the alleyway that he had landed in and found what he was looking for. Among the rubbish and trash were a couple of pie tins. The clowns were not the type to take an intrusion like this kindly, this was their territory and encroaching upon it either meant a war or a payoff. Considering there was not a painted face in sight, he bet on the later.

He walked down the alley looking for anything that would point him in the direction the clowns went. As he neared the end he saw what he was looking for, an oversized foot print that was clear in the rubbish on the ground. One of the clowns had stepped off the path and into a nearby basement. Upon closer inspection he found more footprints and initials carved into doorway. Looking at the door his spider-sense began to flair. Taking that as a good sign he kicked open the door and jumped in.

Shouts of surprise greeted him as he tumbled through the door and vaulted to the ceiling. Whatever the clowns had been given was good stuff, most were laughing hysterically and only a few were actually aware of his presence. He dropped down, landing on his feet and walked to the clown that appeared be in charge. The clown hair slicked green hair and a purple suit that had seen better days, he was sitting in a high backed chair with two female clowns hanging on him. The clown was still aware of the world enough to notice this new person.

"Spider-man, spider-man, does whatever a spider can." The head clown chuckled. "He can swing and anything, la la la, spider-man."

Spider-Man almost would have preferred a fight, at least then he would be able to take out some excess anger. With a burst of motion he ripped the clown out of the seat and tossed him across the room. The two lady clowns slumped into the void he left. He turned to see the clown had landed on a table, smashing the table and scattering the items that were once on it.

"Listen, clowny, I am in no mood for jokes." He crossed the room and lifted the clown of out the wreckage. "What do you know about what happened today?"

Blood ran down the side of the clowns face and trailed into his loopy smile. "I know nothing."

"You expect me to believe your crew scored some prime goods all on their own?" Spider-Man smacked the clown with the back of his hand. He knew that the clown could not feel it but it made him feel a lot better.

"They said to chill out and we chilled out." The clown was now twisted among three other clowns who were now groaning softly.

"Tell me everything." Spider-Man crossed the room again and roughly picked up the clown.

The clown's bottom lip was split along with the cut somewhere along his hairline and the cheek that had received the smack was bright red against the white paint. When the clown talked Spider-Man could see his teeth were stained with blood.

"They gave us a card and said to talk to their guy." His head lolled as he spoke. "We talked to their guy and then we chilled for the rest of the day."

"Where is the card?"

The clown pulled a card out of his sleeve and chuckled. "It was up my sleeve."

"Today, our business is done. I'll come back in a couple of days and we will talk again." He dropped the clown.

The clown collapsed into heap on the floor mumbling. "Spider-Man, spider-man does whatever a spider can."

Spider-Man walked out of the basement looking at the card. If he knew someone they could run the card and find this 'guy' and from there they could track them. But, and a very big but, he did not know anyone who could do that and again he doubted if Gotham PD would just take the evidence and let him know what happened. His only shot was Batman, and Batman was bound to be around here eventually.

Activating the suits stealth he began to scale the building to see if he could find the Dark Knight. As he crawled higher and higher he saw that there was an older police officer talking to what appeared to be the shadows. Squinting, the suit magnified and he saw that the officer was talking to Batman and as he scanned the building that provided the shadowy alley he noticed the Bat-mobile sitting atop the roof. He jumped off the building, twisting in mid-air and let a jet of webbing propel him to his target. Landing, he only had to scale a few stories. He waited a few moments, knowing that eventually he would have to come for his car. After a moment Batman appeared on the roof.

"I need your help." Spider-Man said disengaging his camouflage.

Batman turned to him and did not seem to be surprised. "In case you haven't noticed there is an escaped killer on the loose."

"I know," Spidey held up the card. "They paid off the local clowns with this, I can't track it but I think you might be able to."

Batman held out his hand. "Thanks."

"No, if you take the disk we do this together." He watched as Batman thought this over and for the first time he wondered if maybe someone was telling him what to do.

"Why should I trust you?" Batman looked at the card.

"Does that thing have room for two?" Spidey motioned to the vehicle that sat waiting on the roof. "I can tell you but I don't like being exposed like this."

"Fine." The Dark Knight turned to the vehicle and jumped into at.

As Spider-Man approached his senses went nuts. He was sucked into the cockpit of the vehicle which was bathed in red light and as soon as he was in Batman had removed the card from his hand. He did not put up a struggle considering that he could do very little with the disk without help. With his computer skills he could have eventually hacked into the records and found out the information he needed but that would take time that he did not have.

"The killer who escaped is very important to me." Spider-Man said through gritted teeth. "He killed my father."

"Alex?" Batman's voice dropped for a moment.

"Terry?" He said leaning forward.

Spider-Man hesitated for a moment and then pulled off his mask, staring into the face of Batman. Even though the other wore a mask it was clear that he was shocked. Slowly and again like he was listening to something Batman removed his own mask. The two looked at each other for the first time, seeing both the men and the masks.

"You are Spider-Man?" Terry said in his normal voice. "But the records show that it was Ben Reilly who took the suit."

"Ben Reilly is an alternate identity I had setup when I was a hacker." Alex said looking at the card Terry was still holding. "Listen, we can have a long talk about all of this but after we catch the guy, alright?"

Terry nodded and slid the card into a slot on the dash board. Pulling up his mask Batman said. "Card inserted." There was a pause. "I know you don't like it but we can trust him." Another pause. "Yes, I've seen him in action. He reminds me of me when I first started." This pause was longer. "He is a smart kid and once this is finished we will all sit down and have a nice long talk, afterwards. What are you pulling up?" He turned to Alex. "I'm talking to the boss, I'm not crazy." He turned back to the dash board. "I've got the coordinates, we are on our way."

Alex pulled on his mask, now feeling a bit out of place with it off. "Your boss, I'm guessing Mr. Wayne?"

"Why do you think that?" Batman asked with Terry's voice was edging in though.

"You work for Mr. Wayne and he took a special interest in my family." He paused. "I've done my research. The three of all have some sort of tragedy in our past. He lost his parents while you and I lost our fathers. I don't know if you can erase my memory, after seeing all your gadgets I don't doubt it, but you can trust me. There is one thing I want to make clear though."

"And what is that?"

"I am not wearing a Robin costume."

With a dry laugh Batman began to flip switches across the dash. "Hold on."

The Bat-Mobile lifted into the sky and rocketed off.


	11. A New Beginning

Batman and Spider-Man stood atop of a building looking down at a warehouse. There was plenty of activity going on below, the police had surrounded the building and things were not going well. Aside from Mitch Darrow there were four heavily armed mercenaries inside the building and if felt like something was just waiting to happen. The police and the criminals inside had exchanged fire and everything was cut off from the warehouse.

"I don't like it." Spider-Man said looking down. "This is where they went right after. Even without the info we supplied the cops would have found them. Why would they hold up in a warehouse if they couldn't get out?"

"The police have thought the same thing. They have people on the sewers around the area." Batman said scanning the area. "What can your suit do?"

"Stealth, almost bullet proof, and it can change appearances and enhances my strength a bit." He did not take his eyes off the building. "If I squint I can zoom in. It is a new passive nanotech that ready impulses the brain send. I'm still figuring things out really. I didn't steal it, I took it as payment."

"A little defensive?"

"We need to get in there or someone is going to die." He said pointing to the roof. "There are a few sky lights up there. If you go in one side and I go in the other we could take them out before anyone gets hurt."

"And you can get to Darrow before the cops do." Batman added.

"It isn't like that." Spider-Man replied. "Listen, my dad was a cop and he believed that the justice system could handle creeps like Darrow. I might not agree with him and yes, I want to take a piece out of the guy but I am not going to kill him. If you had a chance to knock the teeth out of the guy who killed your dad, would you?"

"I did." Batman growled. "I'll take the east side, you take the west. Don't get shot."

With that Batman leapt into the air and landed on the roof. Spider-Man followed his lead, landing nearby and heading toward a far skylight. The two slipped into the building at the same time.

Spider-Man slipped through the skylight into darkness. His feet landed softly on a crate below, had it not been to his ability to stick to things he would have fallen. Pressing himself down against the crate he allowed himself to adjust to the light. Much to his surprise the suit changed the light for him, now he was seeing in black and white with the shadows now down to almost nothing.

He spotted two of the mercenaries who were still dressed in tactical gear and were patrolling between two windows facing the police. Watching for a moment he saw that each of the mercenaries would stop by the same pile of crates. His pulse began to thunder as he realized they were probably checking on Darrow. He dropped to the ground and watched as one of the mercenaries came closer. As soon as he was out of sight of the other mercenary Spider-Man shot two web-blasters wrapping the man and tugged. The mercenary sailed forward slamming head first into a crate with a loud: CLANG. Cursing himself as the other mercenary came to investigate Spider-Man sprang forward. His feet smashed into the face of the mercenary, pin-wheeling the man and knocking him out cold.

He landed on his feet and walked over to where the two mercenaries had crossed. There sitting on a chair with his back turned was Mitch Darrow. The man was no longer dressed in prison garb, he was dressed as a dock worker and he was in the process of drying off his now dyed hair. If Alex was any other person the transformation would have fooled him, as Darrow turned he could see that the mercenaries had adjusted his face but his eyes were the same. Alex would always remember those eyes. When those eyes rested on him they did not register shock instead they narrowed.

There no longer was a line between Spider-Man and Alex, there was only the Spider. His fist slammed into the new face of Mitch Darrow, breaking his new nose. He kicked the man in the stomach, knocking him back into the make shift splicing slash shower area. Before Darrow could even realize what was happening the Spider was on him again. The Spider leapt atop him, pinning him to the ground and began to slam his fists into Darrow's face and head. With each blow the Spider slowly began to back off and Alex began to regain control.

Alex looked down at the bloody mess that had been Darrow's new face and stopped.

"A couple more." A voice said.

He turned to see Batman standing nearby and it was his voice he heard.

"Just a couple more good shots and it will be all over." Batman said walking closer. "The streets will be safe, a murder will be off the streets, and justice will be served. All you have to do is hit him more. Why are you hesitating he wouldn't?"

Alex looked back at the man on the floor. His eyes had rolled back in his head and his breathing was a wheeze. Slowly Alex stood up and turned Darrow over. He pulled Darrow's hand behind his back and webbed them together. He wiped his bloody knuckles on Darrow's shirt and turned to Batman.

"Tell them it's clear." He said with a sigh. "It is over now."

He jumped up on a crate and out a sky light. He began swinging with no direction in mind he just had to get away from there. After an hour his arms were sore and felt like they were going to fall out of their sockets. He landed on the school roof, his arms hanging loosely by his sides. His senses told him it was safe to switch back to his street clothes and climbed back into the school. He was just in time for final bell. The throng of students swallowed him as he walked out the door. He was tired, emotionally and physically, for the first time he was looking forward to just going home and sleeping. As he reached the outside courtyard he saw a familiar face, Terry was leaning against an expensive looking car.

"Care for a ride home?" Terry opened the door and Alex slid into the seat without a word.

As he settled he could see that there was another person in the backseat. He knew it was Mr. Wayne.

"Alex, it is good to see you again." Mr. Wayne said from behind him.

"It is nice to see you too, sir." Alex slumped into the seat. "I apologize if I'm not too talkative today but I think you just want me to listen."

"Correct." Mr. Wayne replied. "You know something about Terry and I. Terry and I know something about you. I will not have some teenager getting himself killed while he is playing hero."

Terry looked up at Mr. Wayne in the rear view but said nothing.

"That being said." Mr. Wayne added. "You did well today. Either you stop with the Spider-Man business or you do it right."

"What is the right way, sir?" Alex asked.

"You come with us and become the best you can." Mr. Wayne did not look comfortable. "I don't usually give invitations but I'm getting a little soft in my old age. This is serious, if you come with us you do as I say when I say. Things will not be easy and at times, I'm sure Terry could tell you, I am quite a taskmaster. If you don't come with us then you will not continue to be Spider-Man in my city. Do I make myself clear?"

"Are you offering me a job, sir?" Alex asked looking at Terry.

"It's long night, weekends, and very little thanks." Terry said.

"Sounds right up my alley, sir."

**AN:** In reply to a couple of reviews I thought I would add this note.

This is a story about my version of Spider-Man the blurb says "The origins of Spider-Man in the Batman Beyond Universe, my version of Spider-Man". Yes it is set in the Batman Beyond Universe and Batman does play a part in it, but it does not center around Batman. The sequel, will have much more Batman in it as they will be working together as partners.

The splicing issue. See the injection was a test for a new formula to give a person altered DNA without the superficial changes. This could be used to do something as simple as give someone the strength of an elephant or like the good Doctor Keeve did various traits of spiders. I was planning on having the people who hired/killed Doctor Keeve play a role in another story but I'm not sure yet.

The No Man's Land question. Basically it was just a reference I threw in for fun. Like having Ben Reilly as an alternate identity, it was just for the people paying attention.

The issue of length. I write these in about 1000 word segments for easy reading and writing. Also the reason chapter 9 was so short was that if I made it any longer it would combine chapters 9 and 10. Personally I do not like to stare at a block of text on a screen for too long.

I appreciate the comments and the questions. I am planning a two sequels: one being an actual sequel and the other being a sort of Elseworld Adventure staring Alex (That means there probably won't be much Batman) and his adventures with dimensional travel. Depending on how long it takes me to write both of them and how they are received I might continue with a third and possibly forth cannon (for this story line that is) stories.


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